SEC FILE NUMBER | |
001-34885 | |
CUSIP NUMBER | |
03236M200 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): | Form 10-K | ¨ | Form 20-F | ¨ | Form 11-K | ¨ | Form 10-Q | x |
Form 10-D | ¨ | Form N-SAR | ¨ | Form N-CSR | ¨ |
For the Period Ended: March 31, 2019
¨ | Transition Report on Form 10-K | |
¨ | Transition Report on Form 20-F | |
¨ | Transition Report on Form 11-K | |
¨ | Transition Report on Form 10-Q | |
¨ | Transition Report on Form N-SAR | |
For the Transition Period Ended: | ||
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
AMYRIS, INC.
Full Name of Registrant
Former Name if Applicable
5885 Hollis Street, Suite 100
Address of Principal Executive Office (Street and Number)
Emeryville, California 94608
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
¨ | (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Amyris, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (the “Form 10-Q”) within the prescribed time period without unreasonable effort and expense. As previously announced, on April 5, 2019, the Audit Committee of the Board of Directors of the Company, after consultation with management of the Company and KPMG LLP, the Company’s independent registered public accounting firm, determined that the Company will restate its interim condensed consolidated financial statements for the quarterly and year-to-date periods ended March 31, 2018, June 30, 2018 and September 30, 2018, included in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, respectively (collectively, the “Non-Reliance Periods”). As part of the restatement process, the Company is continuing to assess the adjustments to its financial statements for the Non-Reliance Periods as well as its financial statements for the fiscal year ended December 31, 2018 (“Fiscal 2018”), which will be included in the Company’s Annual Report on Form 10-K for Fiscal 2018 (the “10-K”).
In addition, the Company is in the process of finalizing its evaluation of internal control over financial reporting and expects to report material weaknesses in addition to the material weakness reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The Company has reached a conclusion that its system of internal control over financial reporting is not effective as of December 31, 2018. In addition, the Company expects to continue to report that there is substantial doubt about its ability to continue as a going concern.
As a result of these events and related matters, the Company has experienced a delay in the completion of the Form 10-Q and does not currently expect to file the Form 10-Q by the prescribed due date allowed pursuant to Rule 12b-25. The Company is working to complete the preparation of its restated financial statements for the Non-Reliance Periods, as well as its financial statements for Fiscal 2018, and intends to file amendments to the Quarterly Reports on Form 10-Q for the Non-Reliance Periods, the Form 10-K and the Form 10-Q as soon as reasonably practicable.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Kathleen Valiasek | (510) | 450-0761 | ||||||
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes ¨ No x |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 has not yet been filed. |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No x |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Amyris, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 13, 2019 | ||
By | /s/ Kathleen Valiasek | |
Kathleen Valiasek | ||
Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).